Action means any action, complaint, petition, claim, suit, arbitration, hearing, investigation, litigation or other However, that the term ∺cquisition Proposal shall not include the transactions contemplated by this Agreement. Transaction involving or otherwise relating to the Companys Business, the Company, or any Company Subsidiary, or (d) any other transaction having a similar effect to those described in clauses (a) through (c) provided, (b) the merger, consolidation or other business combination involving or otherwise relating to the Company, any Company Subsidiary or the Companys Business, (c) the recapitalization, reorganization or any other extraordinary business
Indication of intent from any Person for any transaction or series of related transactions involving (a) any acquisition or purchase of all or any portion of theĮquity interests of the Company or any of the Company Subsidiaries or all or any significant portion of the assets of the Companys Business, the Company or any Company Subsidiary, Acquisition Proposal means any inquiry, proposal, offer, plan, arrangement or other expression of interest or When used in this Agreement, the following terms have the respective meanings specified therefor below. Parties hereto, intending to be legally bound, agree as follows: NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the Representations, warranties, covenants and agreements in connection with the purchase and sale of the Company Shares and to prescribe various conditions to the purchase and sale of the Company Shares as more fully set forth herein. WHEREAS, the Purchaser, the Sellers and the Company desire to make certain
With the Purchaser to become effective upon the Closing and WHEREAS, concurrently with the execution of this Agreement, the individuals named on Schedule I have executed employment agreements WHEREAS, the Sellers desire to sell and transfer to the Purchaser, and the Purchaser desires to purchase and acceptįrom the Sellers, the Company Shares for the consideration set forth herein and on the terms and subject to the conditions set forth herein WHEREAS, the Sellers directly own all of the issued and outstanding shares of capital stock of the Company (the Company The State of Delaware ( Associates LLC and, together with Fund V, Fund V-A, Fund V-B, Fund V Executive and VEPF V, the Sellers and each a Seller), and (viii) TransFirst Holdings Corp., aĬorporation organized under the Laws of the State of Delaware (the Company). Partnership organized under the Laws of the Cayman Islands ( Fund V-B), (v) Vista Equity Partners Fund V Executive, L.P., a limited partnership organized under the Laws of the State of Delaware ( Fund VĮxecutive), (vi) VEPF V FAF, L.P., a limited partnership organized under the Laws of the State of Delaware ( VEPF V), (vii) Vista Equity Associates, LLC, a limited liability company organized under the Laws of
Or Sellers Designee), (iii) Vista Equity Partners Fund V-A, L.P., a limited partnership organized under the Laws of the Cayman Islands ( Fund V-A), (iv) Vista Equity Partners Fund V-B, L.P., a limited Inc., a corporation organized under the Laws of the State of Georgia (the Purchaser), (ii) Vista Equity Partners Fund V, L.P, a limited partnership organized under the Laws of the State of Delaware ( Fund V This STOCK PURCHASE AGREEMENT (this Agreement), dated January 26, 2016, by and among (i) Total System Services, Indemnification Obligations of the Purchaserįorm of Non-Solicitation and No-Hire Agreement Indemnification Obligations of the Sellers Resignation of Members of Governing BodiesĬonditions to the Obligations of Each PartyĬonditions to the Obligations of Purchaser Notification of Certain Matters Supplemental Disclosure Third Party Consents and Regulatory Approvalsĭirectors and Officers Indemnification and Insurance Top Merchant Customers Merchant AgreementsĪRTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASERĬonduct of Business Pending the Closing Date Purchase Price Delivery of Funds Payment of Indebtedness and Outstanding Company Expensesĭetermination of Purchase Price Adjustment.ĪRTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERSĭue Organization, Good Standing and PowerĪRTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANYĭue Organization, Good Standing and Corporate PowerĬard Association Matters Security Breaches Outages
Schedules, Exhibits, Annexes and the Disclosure LettersĪRTICLE II PURCHASE AND SALE OF COMPANY SHARES AND THE OTHER PERSONS IDENTIFIED AS SELLERS HEREIN,